FIRST AMENDMENT TO STOCK ISSUANCE, ASSUMPTION AND RELEASE AGREEMENT

Assumption Agreement

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This Assumption Agreement involves

SPORTSQUEST, INC. | Air Brook Airport Express, Inc | AJW Manager, LLC | AJW MASTER FUND, LTD | AJW OFFSHORE, LTD | AJW PARTNERS, LLC | AJW QUALIFIED PARTNERS, LLC | First Street Manager II, LLC | GREENS WORLDWIDE INCORPORATED | NEW MILLENNIUM CAPITAL PARTNERS II, LLC | SMS Group, LLC | SPORTSQUEST, INC

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Title: FIRST AMENDMENT TO STOCK ISSUANCE, ASSUMPTION AND RELEASE AGREEMENT
Date: 9/27/2007
Industry: FSMISC Sector: Financial

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FIRST AMENDMENT TO STOCK ISSUANCE, ASSUMPTION AND RELEASE AGREEMENT

THIS FIRST AMENDMENT TO STOCK ISSUANCE, ASSUMPTION AND RELEASE AGREEMENT (the “First Amendment”) is made as of the 21st day of September, 2007, by and among GREENS WORLDWIDE INCORPORATED, an Arizona corporation (the “GRWW”), SPORTSQUEST, INC. (formerly Air Brook Airport Express, Inc.), a Delaware corporation (“ARBK”), and AJW PARTNERS, LLC, a Delaware limited liability company (“AJW Partners”), AJW OFFSHORE, LTD., a Cayman Islands corporation (“AJW Offshore”), AJW QUALIFIED PARTNERS, LLC, a New York limited liability company (“AJW Qualified Partners”), NEW MILLENNIUM CAPITAL PARTNERS II, LLC, a New York limited liability company (“New Millennium” and together with AJW Partners, AJW Offshore and AJW Qualified Partners, “NIR”), and AJW MASTER FUND, LTD., a Cayman Islands corporation (“AJW Master Fund” and together with AJW Partners and New Millennium, the “NIR Successors”).

R E C I T A L S:

A. GRWW, ARBK and NIR entered into a Stock Issuance, Assumption and Release Agreement (the “Original Agreement”), dated as of August 17, 2007. Under the terms of the Original Agreement, the parties acknowledged that NIR modified its organizational structure as of June 30, 2007 and agreed that all callable secured convertible notes issued under the Original Agreement shall be issued to the NIR Successors in the following percentages: AJW Master Fund (90.9%), AJW Partners (8.8%), and New Millennium (0.3%).

B. GRWW and NIR entered into a Securities Purchase Agreement dated as of September 16, 2005 (the “September 16, 2005 Purchase Agreement”) in which GRWW executed callable secured convertible notes (the “September 2005 Notes”), a Securities Purchase Agreement dated as of July 31, 2006 in which GRWW executed callable secured convertible notes (the “July 2006 Notes”) a Securities Purchase Agreement dated as of September 19, 2006, in which GRWW executed callable secured convertible notes (the “September 2006 Notes”), a Letter Agreement dated as of October 13, 2006 in which GRWW executed callable secured convertible notes (the “October 2006 Notes”), and a Letter Agreement dated as of November 20, 2006 in which GRWW executed callable secured convertible notes (the “November 2006 Notes”) (such purchase agreements, collectively, the “Prior Agreements”). Under the Prior Agreements, NIR purchased callable secured convertible notes from G